Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 01382)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be
held at 7th Floor, Block B, Eastern Sea Industrial Building, 48-56 Tai Lin Pai Road, Kwai
Chung, New Territories, Hong Kong on Thursday, 10 August 2017 at 10:00 a.m. for the
following purposes:
1.
To receive and consider the audited financial statements and the reports of the
directors and auditor for the year ended 31 March 2017.
2.
To consider and declare a final dividend for the year ended 31 March 2017.
3.
To re-elect the following retiring directors and authorize the board of directors to fix
the remuneration of directors:
(a)
Mr. Wan Wai Loi as executive director;
(b)
Mr. Lau Yiu Tong as executive director;
(c)
Mr. Ng Ching Wah as independent non-executive director; and
(d)
Mr. Tou Kit Vai as executive director.
4.
To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the
board of directors to fix the remuneration of the auditor.
5.
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company with or without modifications:
ORDINARY RESOLUTION
“THAT:
(a)
*
subject to paragraph (c) of this resolution, the exercise by the directors of the
Company (the “Directors”) during the Relevant Period (as hereinafter defined)
of all the powers of the Company to allot, issue and deal with additional shares
in the capital of the Company and to make or grant offers, agreements, options
or warrants which would or might require shares to be issued, allotted or
disposed of be and is hereby generally and unconditionally approved;
For identification purpose only
–1–
(b)
the approval in paragraph (a) of this resolution shall authorise the Directors
during the Relevant Period to make or grant offers, agreements, options or
warrants which would or might require shares to be issued, allotted or disposed
of whether during the continuance of the Relevant Period or after the end of the
Relevant Period;
(c)
the aggregate nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted (whether pursuant to an option or otherwise)
by the Directors pursuant to the approval in paragraph (a) of this resolution,
otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an
issue of shares upon the exercise of the subscription or conversion rights
attaching to any warrants or any securities which are convertible into shares of
the Company; or (iii) an issue of shares upon the exercise of options which may
be granted under any option scheme or similar arrangement for the time being
adopted for the issue of shares or rights to acquire shares of the Company; or
(iv) any scrip dividend or other similar arrangement providing for the allotment
of shares in lieu of the whole or part of a dividend on shares of the Company
in accordance with the Articles of Association of the Company, shall not
exceed 20 per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this resolution, and the said approval
shall be limited accordingly; and
(d)
for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by its Articles of Association or any
applicable laws of the Cayman Islands to be held; and
(iii) the revocation or variation of the authority given under this resolution by
an ordinary resolution of the shareholders of the Company in general
meeting;
and
“Rights Issue” means an offer of shares open for a period fixed by the Directors
to holders of shares of the Company appearing on its register of members on
a fixed record date in proportion to their then holdings of such shares (subject
to such exclusions or other arrangements as the Directors may deem necessary
or expedient in relation to fractional entitlements or having regard to any
restrictions or obligations under the laws of any relevant jurisdiction or the
requirements of any recognised regulatory body or any stock exchange in any
territory outside Hong Kong).”
–2–
6.
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company with or without modifications:
ORDINARY RESOLUTION
“THAT:
(a)
subject to paragraph (b) of this resolution, the exercise by the directors of the
Company (the “Directors”) during the Relevant Period (as hereinafter defined)
of all the powers of the Company to purchase its own shares on The Stock
Exchange of Hong Kong Limited (the “Stock Exchange”) or on any another
stock exchange on which the securities of the Company may be listed and
recognised by the Stock Exchange and the Securities and Futures Commission
for this purpose, subject to and in accordance with all applicable laws and the
requirements of the Rules Governing the Listing of Securities on the Stock
Exchange or equivalent rules or regulations of such other stock exchange, as
amended from time to time, be and is hereby generally and unconditionally
approved;
(b)
the aggregate nominal amount of the share capital of the Company to be
purchased or agreed conditionally or unconditionally to be purchased by the
Company pursuant to the approval in paragraph (a) of this resolution during the
Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount
of the share capital of the Company in issue at the date of passing this
resolution, and the said approval shall be limited accordingly; and
(c)
for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until
whichever is the earliest of:
(i)
the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by its Articles of Association or any
applicable laws of the Cayman Islands to be held; and
(iii) the revocation or variation of the authority given under this resolution by
an ordinary resolution of the shareholders of the Company in general
meeting.”
–3–
7.
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company with or without modifications:
ORDINARY RESOLUTION
“THAT conditional upon resolutions numbered 5 and numbered 6 set out in the
notice convening this meeting being passed, the exercise by the directors of all the
powers of the Company to allot, issue and deal with additional shares in the capital
of the Company in accordance with the general mandate granted pursuant to
resolution numbered 5 set out in the notice convening this meeting be and is hereby
extended by the addition thereto of an amount representing the aggregate nominal
amount of shares of the Company purchased by the Company under the authority
granted pursuant to resolution numbered 6 set out in the notice convening this
meeting, provided that the amount of share capital repurchased by the Company
shall not exceed 10 per cent. of the aggregate nominal amount of the share capital
of the Company in issue at the date of passing this resolution.”
By order of the Board of Director
Chou Yung
Company Secretary
Hong Kong, 12 July 2017
Notes:
(i)
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more
proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
(ii)
In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy thereof shall be deposited at the head office and principal
place of business of the Company in Hong Kong at 7th Floor, Block B, Eastern Sea Industrial Building, 48-56
Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong not less than 48 hours before the time for holding
the annual general meeting or any adjourned meeting. The latest time for lodging proxy form is 7 August 2017
(Hong Kong time) and the place for lodging proxy form is 7th Floor, Block B, Eastern Sea Industrial Building,
48-56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong.
(iii)
The Register of the Members of the Company will be closed from 4 August 2017 to 10 August 2017 (both days
inclusive) for the purpose of determining the identity of members who are entitled to attend and vote at the
AGM, during which period no transfer of shares of the Company will be registered. In order to qualify for
attending the AGM, all transfers accompanied by the relevant share certificates, must be lodged with the
Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at
Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30
p.m. on 3 August 2017.
(iv)
The Register of Members of the Company will be closed from 17 August 2017 to 21 August 2017 (both days
inclusive) for the purpose of determining the identity of members who are entitled to the final dividend for the
year ended 31 March 2017, during which period no transfer of shares of the Company will be registered. In
order to qualify for the final dividend, all transfers accompanied by the relevant share certificates, must be
lodged with the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services
Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later
than 4:30 p.m. on 16 August 2017.
(v)
With regard to resolutions numbered 3 and 5 to 7, details of the re-election of Directors and general mandates
to issue and to repurchase shares are set out in the circular to shareholders dated 12 July 2017.
(vi)
The translation into Chinese language of this notice is for reference only. In case of inconsistency, the English
version shall prevail.
As at the date of this announcement, the executive Directors are Mr. WAN Wai Loi (Chairman
& CEO), Mr. LAU Yiu Tong and Mr. TOU Kit Vai, the non-executive Directors are Mr. CHOI
Kin Chung, Mr. IP Ping Im and Mr. TSANG Kang Po and the independent non-executive
Directors are Dr. CHAN Yue Kwong, Michael, Mr. NG Ching Wah and Mr. SZE Kwok Wing,
Nigel.
–4–